notice of public meeting

Transcription

NOTICE OF PUBLIC MEETING
FEBRUARY 25, 2014 AT 11:30 A.M.
PLEASANT GROVE PERFORMING ARTS CENTER
5406 MCKNIGHT RD., TEXARKANA, BOWIE COUNTY, TEXAS 75503
The Board of Directors of the TexAmericas Center will meet to conduct business at the above
time and location.
AGENDA
1. Pledge of Allegiance and Reflection.
2. Call to Order.
3. Roll Call of Directors.
4. Public Comment Period. Members of the public may speak on any topic. Comments are limited
to 5 minutes per speaker.
5. Hear and discuss reports from the standing Committees of TexAmericas Center. Committees that
met since the last board meeting are: Investment/Finance Committee, Real Estate and Marketing.
6. Consent Agenda:
a. Approve Minutes of Board Meeting from January 28, 2014.
b. Approve General Fund Check Book Register and Deposits Summary from January 22, 2014
– February 18, 2014.
c. Approve Enterprise Fund Check Book Register and Deposits Summary January 22, 2014 –
February 18, 2014.
d. Consider and take action upon Resolution #20140225-01 authorizing the Executive
Director/CEO to enter into a Non-Exclusive Real Estate Marketing Agreement with Gerald
Haire Realty.
e. Consider and take action upon Resolution #20140225-02 authorizing the Executive
Director/CEO to enter into a Non-Exclusive Real Estate Marketing Agreement with ERA
Raffaelli Realty.
7. Consider and take action upon Resolution #20140225-03 authorizing the Executive Director to
execute a Direct Sale Contract with Red River Army Depot for Analytical Services.
8. Consider and take action upon Resolution #20140225-04 authorizing the Executive Director/CEO
to enter into an Easement Agreement with Windstream Communications upon TAC-Central.
9. Adjourn to Executive Session pursuant to the following Sections:
a. Section 551.072 of the Texas Government Code; Deliberation of the purchase, exchange,
lease, or value of real property.
b. Section 551.074 of the Texas Government Code; Personnel Matters.
c. Section 551.087 of the Texas Government Code; Deliberation regarding Economic
Development Negotiations.
10. Reconvene in Open Session
to enter into a lease for 12 Chapel Lane on TAC-Central with URS Corporation.
to enter into a lease for 0.372 acres at 157-B Arkansas Ave. on TAC-Central with Pentacon, LLC.
to enter into a lease extension for a 562.501 acre land lease on TAC-West with M2 Services.
to enter into an extension of the license agreement with M2 Services for use of certain roads
upon TAC-Central for vehicle testing.
15. Consider and take action upon Resolution #20140225-09 authorizing the executive director to
execute a collateral release agreement with a creditor to IsoNova Technologies.
16. Consider and take action upon authorizing the Executive Director/CEO to negotiate an
agreement with Texarkana College for the development of a Truck Driving School upon
TexAmericas Center property.
17. Adjournment.
INVESTMENT & FINANCE COMMITTEE MINUTES
February 14, 2014
9:00 a.m.
The TexAmericas Center Investment & Finance Committee Conference Call originated at 107
Chapel Lane, New Boston, TX 75570 on Friday, February 14, 2014.
Committee Members, Staff and Others in attendance were:
Denis Washington
Bill Cork
Scott Norton
Monica Griffin
Cyd Collins
Absent Committee Members:
Don Morriss
Committee Members on Conference Call:
Mike Carter
Wayne Cranfill
Wes Jordan
Justin Powell
Dick Long
Valley View Consulting
Denny Moton
Regions Bank
Melford Pierce
Bill Cox
Holliday, Lemons & Cox, P.C.
Dave Gordon
Boyd Sartin
Bill Koch
Valley View Consulting
Estrada & Hinojosa & Co, Inc.
1. Denis Washington called the meeting to order at 9:02 a.m.
2. Considered and took action on investment recommendations, collateralization directions
and related consideration for the funds established pursuant to the 2014 Series A and
Series B Bond Issues. A motion was made to approve the recommendations by Justin
Powell and seconded by Mike Carter. Motion carried unanimously by voice vote.
3. Scott Norton and Bill Cork updated the Committee on the status of the 2013 Annual Audit.
4. Bill Cork briefed the Committee on the status of the Hooks Gate agreements.
5. With no other actions to be taken a motion was made by Wayne Cranfill and seconded by
Justin Powell to adjourn the meeting. Motion carried by voice vote. The meeting was
adjourned at 9:35 a.m.
MINUTES
January 28, 2014
11:30 A.M.
TexAmericas Center Board met at 3941 Summerhill Rd, Texarkana, Bowie County, Texas on
Tuesday, January 28, 2014.
1. The Directors and public began to assemble at 11:30 a.m. while lunch was served and the
meeting was called to order at 12:02 p.m. by Denis Washington, Chairman of the Board of
Directors, who certified that the meeting was properly posted, being held in accordance with
the Texas Open Meetings Act and that a quorum was present.
2. The Pledge of Allegiance and Reflection were led by Cyd Collins.
3. Directors in attendance were:
Denis Washington
Gabe Tarr
Boyd Sartin
Mark Mayo
Wayne Cranfill
Jim Roberts
Mike Carter
Melford Pierce
Cody Lorance
Ron Collins
Billy Sams
Directors absent with excused absence:
Brenda Rochelle
Don Morriss
Justin Powell
Pete Snow
Staff and others in attendance were:
Bill Cork
Scott Norton
Monica Griffin
Jerry Sparks
Cyd Collins
Wes Jordan
Sarah Berry
Bill Cox
Dave Gordon
Estrada Hinojosa & Co.
Leroy Grawunder
Holiday, Lemons & Cox, P.C.
McCall, Parkhurst & Horton L.L.P.
4. Denis Washington asked for public comments, limited to 5 minutes per speaker. Brad Bailey,
Principal of Texas Senior High School, extended a welcome to the Board, staff and guests. Denis
Washington and Bill Cork presented Mark Mayo with an appreciation plaque for serving on the
TexAmericas Center Board of Directors.
5. Bill Cork briefed the Board on the meetings from the following standing Committees:
a. Investment / Finance Committee
b. Real Estate and Marketing Committee
c. Environmental Committee Meeting
6. A motion was made by Ron Collins and seconded by Mark Mayo to approve items listed under
the Consent Agenda. The motion carried unanimously by voice vote. Those items included:
a. Approved Minutes of Board Meeting from November 26, 2013 and December 13, 2013.
b. Approved General Fund Check Book Register and Deposits Summary from November 15,
2013 – January 17, 2014.
1
c. Approved Enterprise Fund Check Book Register and Deposits Summary November 15,
2013 – January 17, 2014.
d. Approved 2014 Board of Directors Calendar.
e. Considered and took action upon Resolution #20140128-08 authorizing the Executive
Director/CEO to execute a license agreement for use of the truck scales upon TAC-E with
James Construction or affiliate.
f. Considered and took action upon Resolution #20140128-10 authorizing the Executive
Director/CEO to enter into a lease agreement with Genova Products, Inc. for 139 Miller
Street upon TexAmericas Center – Central.
g. Considered and took action upon Resolution #20140128-12 authorizing the Executive
Director/CEO to enter into a Non-Exclusive Real Estate Marketing Agreement with
Schimming Commercial Real Estate.
h. Considered and took action upon Resolution #20140128-13 authorizing the Executive
Director/CEO to enter into a Non-Exclusive Real Estate Marketing Agreement with
Reynolds Realty Management, Inc.
i. Considered and took action upon Resolution #20140128-14 authorizing the Executive
Director/CEO to enter into a Non-Exclusive Real Estate Marketing Agreement with Curt
Green and Company.
7. Considered and took action upon Resolution #20140128-01 accepting the Fiscal Year 2014-1st
Quarter Investment Report. A motion was made by Jim Roberts and seconded by Ron Collins.
The motion was carried unanimously by a voice vote.
Quarter Financial Statements. A motion was made by Ron Collins and seconded by Gabe Tarr.
The motion was carried unanimously by a voice vote.
Quarter Scrap and Timber Report. A motion was made by Gabe Tarr and seconded by Melford
Pierce. The motion was carried unanimously by a voice vote.
10. Considered and took action upon Resolution #20140128-04 authorizing the issuance and sale
of TexAmericas Center Water and Wastewater System Revenues Refunding Bond, Taxable
Series 2014A; authorizing the execution of a bond purchase agreement; and enacting other
provision relating to the subject. A motion was made by Gabe Tarr and seconded by Ron
Collins. The motion was carried unanimously by a voice vote.
11. Denis Washington recused himself as Chairman and Gabe Tarr assumed the position as the
Board considered and took action upon Resolution 20140128-05 authorizing the issuance and
sale of TexAmericas Center Water and Wastewater System Revenues Improvement Bond,
Taxable Series 2014B; authorizing the execution of a bond purchase agreement; and enacting
other provision relating to the subject. A motion was made by Ron Collins and seconded by
Mark Mayo. The motion was carried unanimously by a voice vote.
12. Denis Washington resumed the Chair as the Board considered and took action upon Resolution
#20140128-06 authorizing the Executive Director/CEO to execute a contract with Stokes and
Associates, Inc. for professional engineering services for Fiscal Year 2014. A motion was made
by Ron Collins and seconded by Mark Mayo. The motion was carried unanimously by a voice
vote.
2
13. Considered and took action upon Resolution #20140128-07 authorizing the Executive
Director/CEO to approve an interlocal agreement and lease amendment for 15 James Carlow
Drive between Texarkana College and TexAmericas Center. A motion was made by Mike
Carter and seconded by Gabe Tarr. The motion was carried unanimously by a voice vote.
14. Considered and took action upon Resolution #20140128-11 authorizing the Executive
Director/CEO to make a lease modification for W.W. Williams at 245 Ammo Drive, New
Boston, TX 75570. A motion was made by Ron Collins and seconded by Gabe Tarr. The motion
was carried unanimously by a voice vote.
15. Considered and took action upon Resolution #20140128-15 authorizing the executive
Director/CEO to enter into a contract with Willis Group for the provision of Insurance
Brokerage Services. A motion was made by Jim Roberts and seconded by Ron Collins. The
motion was carried unanimously by a voice vote.
16. A motion was made to adjourn to Executive Session by Gabe Tarr and seconded by Mike Carter
at 1:00 p.m. The motion carried unanimously by voice vote.
17. A motion was made by Wayne Cranfill and seconded by Gabe Tarr to reconvene into Open
Session at 1:43 p.m. The motion carried unanimously by voice vote.
18. Considered and took action regarding the gifting of Building B50 upon TexAmericas Center-East
property to the City of Hooks, Texas. A motion was made to deny the gifting of the building to
the City of Hooks by Billy Sams and seconded by Gabe Tarr. The motion was carried
unanimously by a voice vote.
19. With no other business to discuss a motion was made by Jim Roberts and seconded by Mike
Carter to adjourn meeting at 2:00 p.m. The motion unanimously carried by voice vote.
The above and foregoing minutes of TexAmericas Center Board of Directors meeting, January 28,
2014 were read and approved on the 25th day of February, 2014.
____________________________________
Denis Washington, Chairman of the Board
Attest:
________________________________
Mike Carter, Secretary-Treasurer
3
TexAmericas Center General Fund
Check Register
January 22, 2014 - February 18, 2014
Date
Type
Num
Name
01/22/2014 Deposit
01/22/2014 Liability Check
Memo
Deposit
EFT
InWest Retirement Solutions
Retirement
QuickBooks Payroll Service
Payroll
01/23/2014 Check
eft
Wright Express
Credit Card Payment
EFT
United States Treasury
Payroll Liability
Deposits
Payments
196,862.58
8,273.32
33,786.92
719.63
13,331.00
12825
Texas Child Support SDU
Child Support
667.59
EFT
Arkansas Department of Finance & Admin
Payroll Liability
297.36
EFT
Transamerica Employee Benefits
Insurance
417.84
EFT
TASC
Insurance
288.76
01/27/2014 Deposit
Deposit
01/28/2014 Bill Pmt -Check
EFT
TASC
Admin Fees
12826
Artex Electric
FINAL INVOICE Generator Project
3,480.00
45.00
38,818.00
12827
CenterPoint Energy
Utilities
12828
Cintas
Uniforms
101.62
12829
Express Employment Professionals
Temp Service
595.60
12830
Federal Express
Shipping
12831
G.T Michelli Co., Inc
Truck Scales Project
12832
Griffin, Monica D.
Reimb. office supplies
12833
Mountain Valley of Texarkana, Inc
Office Supplies
2,670.87
17.01
7,747.80
38.91
105.00
12834
Texarkana Gazette
Marketing
12835
Valley View Consulting, LLC
Investment Advisory Services
12836
Verizon
Conference Calling
32.99
12837
Waste Management
Waste Management
310.13
12838
Windstream Communications, Inc.
Telephone
12839
WorkCare
Physicals
EFT
Texas Workforce Commission
Payroll Liability
02/04/2014 Check
EFT
Regions
Credit Card Payment
235.42
2,500.00
1,858.04
943.00
20.24
720.14
02/04/2014 Check
EFT
Regions
Credit Card Payment
549.20
02/04/2014 Check
EFT
Regions
Credit Card Payment
1,139.19
02/04/2014 Check
EFT
Regions
Credit Card Payment
QuickBooks Payroll Service
Payroll
1,913.14
33,086.07
12841
AT&T Mobility
Telephone
1,343.80
12842
USAble
Insurance
10,419.80
13,204.68
EFT
Payroll Liability
12840
Texas Child Support SDU
Child Support
02/06/2014 Deposit
02/06/2014 Deposit
1,002.21
Deposit
48,788.32
Deposit
72.00
12844
AEP Southwestern Electric Power Company
Utilities
12845
Berry, Sarah
Reimb for health insurance
12846
Cintas
Uniforms
12847
City of Texarkana Texas
Dues
1,567.77
127.01
51.04
498.33
12848
Cooper Cleaning Service
Janitorial
12849
Cork, Bill
Per Diem
12850
Defense Finance and Accounting Services
January Gas Bill
7,286.86
12851
dye, van mol & lawrence
Marketing/Consulting
6,639.07
12852
Express Employment Professionals
Temp Service
1,064.64
12853
I.T. Works
Computer
1,136.40
2,827.50
12854
Jordan Law Firm, L.L.P.
Legal Services
12855
Julie's Deli
Board Meeting
12856
McWilliams & Associates
Contract Services
1,200.00
468.00
555.30
6,000.00
12857
MTG Engineers & Surveyors
Engineering Expenses
12858
New Boston Chamber of Commerce
Dues
15,607.00
300.00
12859
Pillow Termite and Pest Control
Pest Control
290.00
12860
Sleek, Holly
Reimb for 1099s/1096
37.89
12861
Sparks, Jerry
Marketing/Consulting
560.00
Page 1 of 2
TexAmericas Center General Fund
Check Register
12862
Tarr, Gabe
Per Diem
12863
Texarkana Chamber of Commerce
Dues
12864
Texarkana Regional Airport
Annual Rent for Sign
264.00
15.00
2,835.00
12865
Texarkana Tractor
Repairs
98.00
12866
Vail & Knauth, LLP
Auditing
10,000.00
12867
Washington, Denis
Per Diem
264.00
02/06/2014 Paycheck
12869
Neal, Magan M
Incentive
608.45
EFT
Payroll Liability
02/10/2014 Check
12870
Capital One Bank, N.A.
Loan Payment
Cason, Cory W.
Incentive
369.97
02/14/2014 Paycheck
12871
Ezell, Adam H
Incentive
418.31
EFT
Payroll Liability
221.44
02/14/2014 Paycheck
145.10
13,401.32
Page 2 of 2
TexAmericas Center - Enterprise Fund
Check Register
Date
Type
Num
Name
Memo
01/22/2014 Deposit
Deposit
01/22/2014 General Journal 0113-31HS
RRAD Monthly Water
01/28/2014 Check
EFT
Debit
Credit
4,414.91
297,538.68
Wright Express
Credit Card Payment
01/30/2014 Bill Pmt -Check 4381
AEP SWEPCO
Utilities
1,329.33
01/30/2014 Bill Pmt -Check 4382
Ana-Lab Corp.
Analyticals
1,699.00
01/30/2014 Bill Pmt -Check 4383
Bio-Aquatic Testing, Inc.
Analyticals
1,500.00
01/30/2014 Bill Pmt -Check 4384
Bowie County Distributing Co., Inc.
Fuel
1,132.30
01/30/2014 Bill Pmt -Check 4385
Bumper to Bumper
Vehicle Repairs
01/30/2014 Bill Pmt -Check 4386
CC Lynch & Associates
Plant Repairs
01/30/2014 Bill Pmt -Check 4387
Cintas
Uniforms
01/30/2014 Bill Pmt -Check 4388
Directorate of Public Works
Analyticals
5,473.00
01/30/2014 Bill Pmt -Check 4389
Electrique Corporation
Facility Repairs
4,030.00
01/30/2014 Bill Pmt -Check 4390
Federal Express
Shipping
141.24
01/30/2014 Bill Pmt -Check 4391
Flo Trend System, Inc
Materials/Supplies
889.00
01/30/2014 Bill Pmt -Check 4392
Hach Company
Materials/Supplies
298.77
01/30/2014 Bill Pmt -Check 4393
Henderson, Rickie
Mileage
01/30/2014 Bill Pmt -Check 4394
Hooks Tire
Vehicle Repairs
01/30/2014 Bill Pmt -Check 4395
Instrument & Supply, Inc.
Materials/Supplies
359.40
01/30/2014 Bill Pmt -Check 4396
Morrison Supply Company
Materials/Supplies
2,831.75
01/30/2014 Bill Pmt -Check 4397
Scruggs Company
Plant Repairs
3,702.00
30,309.64
916.85
35.25
1,080.47
217.88
70.04
10.00
01/30/2014 Bill Pmt -Check 4398
TexAmericas Center - General Fund
Payroll Reimb
01/30/2014 Bill Pmt -Check 4399
Texarkana Hose & Gasket Co.
Materials/Supplies
74.73
01/30/2014 Bill Pmt -Check 4400
USA Bluebook Inc.
Materials/Supplies
1,363.91
01/30/2014 Bill Pmt -Check 4401
Waste Management
Waste Management
01/30/2014 Bill Pmt -Check 4402
Windstream Communications, Inc.
Telephone
01/30/2014 Bill Pmt -Check 4403
AEP SWEPCO
Utilities
01/30/2014 Deposit
Deposit
320.37
1,399.05
2,815.77
17,408.95
02/06/2014 Bill Pmt -Check 4404
AEP SWEPCO
Utilities
02/06/2014 Bill Pmt -Check 4405
Agricultural Services, Inc.
Plant Repairs
663.00
02/06/2014 Bill Pmt -Check 4406
Ana-Lab Corp.
Analyticals
575.00
02/06/2014 Bill Pmt -Check 4407
Cintas
Uniforms
108.94
02/06/2014 Bill Pmt -Check 4408
City of Texarkana, Texas
Water Production
02/06/2014 Bill Pmt -Check 4409
DPC Industries, Inc
Chemicals
02/06/2014 Bill Pmt -Check 4410
Henderson, Rickie
Travel
02/06/2014 Bill Pmt -Check 4411
Heritage Constructors, Inc.
Project
02/06/2014 Bill Pmt -Check 4412
I.T. Works
Computer
02/06/2014 Bill Pmt -Check 4413
Jordan Law Firm, LLP
Legal Services
02/06/2014 Bill Pmt -Check 4414
Lee, Cifford
Mileage
224.00
02/06/2014 Bill Pmt -Check 4415
Momar
Materials/Supplies
971.38
02/06/2014 Bill Pmt -Check 4416
Morrison Supply Company
Materials/Supplies
246.70
02/06/2014 Bill Pmt -Check 4417
MTG Engineers & Surveyors
Engineering
02/10/2014 General Journal 02.28-SB1
Required Monthly Transfer to I&S
8,199.64
19,313.42
2,715.00
192.08
42,267.95
367.50
2,030.00
382.00
61,403.00
Page 1 of 1
RESOLUTION NO. 20140225-01
RESOLUTION AUTHORIZING THE EXECUTIVE DIRECTOR/CEO TO ENTER INTO A NON-EXCLUSIVE
MARKETING AGREEMENT WITH GERALD HAIRE REALTY
WHEREAS, TexAmericas Center is a political subdivision of the State of Texas with the powers
and authorities specified in Chapter 3503 of the Special District Local Laws Code of the State of Texas;
and
WHEREAS, it is the desire of the TexAmericas Center Board of Directors to engage local real
estate professionals in the process of economic redevelopment and real estate sales and marketing
of TexAmericas Center-owned property; and
WHEREAS, local real estate professionals were invited to tour the TexAmericas Center facility,
offer input on the marketing of the property and expressed interest in participating in marketing
activities; and
WHEREAS, the dialogue with the local real estate professionals and TexAmericas Center staff
produced a consensus agreement for non-exclusive marketing and sales support (attached);
NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of TexAmericas Center that the
Executive Director/CEO shall be and he is hereby authorized to execute the attached agreement with
Gerald Haire Realty; and
BE IT FURTHER RESOLVED, by the Board of Directors of TexAmericas Center that the Center
Executive Director/CEO is delegated the authority to identify specific properties and strategies that
may be suitable to market in order to meet the objectives of TexAmericas Center, and may more
specifically modify Exhibit “A” of the attached agreement from time to time as may be necessary to
meet TexAmericas Center objectives without returning to this Board for additional approvals.
PASSED and APPROVED this 25th day of February 2014.
______________________________________
ATTEST:
___________________________________
Attached: Non-Exclusive Marketing Agreement
n:\tac\agenda pkg and minutes\board info 2014\20140225 board meeting\reso 20140225-01 nonexclusive mktg gerald haire.docx
30
SPUR 86
30
82
N
PA
TH
ER
TNER
B
RD
164 170
167
175
C
E PL
OAK GROVE
RED RIVER
ARMY DEPOT
333
AT
154
245
D
B
M
150
139
318
CO
133
MILLER ST
135
ION DR
AMMUNIT
R
312
TEXAS AVE
AS AVE
ARKANS
OAK
GRO
V
228
123
R
SERVICE D
PA
K
DR
RL OW DR
BAY
SHORE
R
D
CIRCLE
342
110
7
A
JAMES C
A
APARTMENTS
320
DR
15
RY RD
N BOUNDA
QUAIL
TOOLS
11
E
K
EE
12
BIODIESEL
PLANT
OGY CIR
TECHNOL
N
CHAPEL L
82
CR
TEXAMERICAS
CENTER OFFICE
RED RIVER
ARMY DEPOT
C
RED RIVER
ARMY DEPOT
Legend
TAC_CENTRAL
PRIVATE PROPERTY
FEMA ZONE A
HOOKS ETJ
0
187.5
375
750
1,125
Feet
1,500
CENTRAL CAMPUS
30
30
FRASER WEST
TIMBER CO.
8
82
TNER
82
CITY OF
NEW BOSTON
T
WALNUT S
ARMY
PUBLIC
SALE
TRACT
PLUME
MANAGEMENT
ZONE
ARMY
PUBLIC
SALE
TRACT
FOREST MANAGEMENT/
FUTURE INDUSTRIAL
T
TAC-WES
8
RRAD
RED RIVER
ARMY DEPOT
NEW BOSTON
WASTEWATER
TREATMENT
FACILITY
Legend
EXISTING ROADS
F.M. 2149
WEP PROPERTY
FUTURE ROADS
PLUME MANAGEMENT ZONE
NEW BOSTON CITY LIMIT
NEW BOSTON ETJ
GREEN AREA
FOREST MANAGEMENT/
FUTURE INDUSTRIAL
0
375
750
1,500
2,250
3,000
Feet
WEST CAMPUS
RESOLUTION AUTHORIZING THE EXECUTIVE DIRECTOR/CEO TO ENTER INTO A NON-EXCLUSIVE
MARKETING AGREEMENT WITH ERA RAFFAELLI REALTORS
and
WHEREAS, it is the desire of the TexAmericas Center Board of Directors to engage local real
estate professionals in the process of economic redevelopment and real estate sales and marketing
of TexAmericas Center-owned property; and
WHEREAS, local real estate professionals were invited to tour the TexAmericas Center facility,
offer input on the marketing of the property and expressed interest in participating in marketing
activities; and
WHEREAS, the dialogue with the local real estate professionals and TexAmericas Center staff
produced a consensus agreement for non-exclusive marketing and sales support (attached);
Executive Director/CEO shall be and he is hereby authorized to execute the attached agreement with
ERA Raffaelli Realtors; and
Executive Director/CEO is delegated the authority to identify specific properties and strategies that
may be suitable to market in order to meet the objectives of TexAmericas Center, and may more
specifically modify Exhibit “A” of the attached agreement from time to time as may be necessary to
meet TexAmericas Center objectives without returning to this Board for additional approvals.
PASSED and APPROVED this 25th day of February 2014.
______________________________________
ATTEST:
___________________________________
Attached: Non-Exclusive Marketing Agreement
n:\tac\agenda pkg and minutes\board info 2014\20140225 board meeting\reso 20140225-02 nonexclusive mktg era raffaelli.docx
30
SPUR 86
30
82
N
PA
TH
ER
TNER
B
RD
164 170
167
175
C
E PL
OAK GROVE
RED RIVER
ARMY DEPOT
333
AT
154
245
D
B
M
150
139
318
CO
133
MILLER ST
135
ION DR
AMMUNIT
R
312
TEXAS AVE
AS AVE
ARKANS
OAK
GRO
V
228
123
R
SERVICE D
PA
K
DR
RL OW DR
BAY
SHORE
R
D
CIRCLE
342
110
7
A
JAMES C
A
APARTMENTS
320
DR
15
RY RD
N BOUNDA
QUAIL
TOOLS
11
E
K
EE
12
BIODIESEL
PLANT
OGY CIR
TECHNOL
N
CHAPEL L
82
CR
TEXAMERICAS
CENTER OFFICE
RED RIVER
ARMY DEPOT
C
RED RIVER
ARMY DEPOT
Legend
TAC_CENTRAL
PRIVATE PROPERTY
FEMA ZONE A
HOOKS ETJ
0
187.5
375
750
1,125
Feet
1,500
CENTRAL CAMPUS
30
30
FRASER WEST
TIMBER CO.
8
82
TNER
82
CITY OF
NEW BOSTON
T
WALNUT S
ARMY
PUBLIC
SALE
TRACT
PLUME
MANAGEMENT
ZONE
ARMY
PUBLIC
SALE
TRACT
FOREST MANAGEMENT/
FUTURE INDUSTRIAL
T
TAC-WES
8
RRAD
RED RIVER
ARMY DEPOT
NEW BOSTON
WASTEWATER
TREATMENT
FACILITY
Legend
EXISTING ROADS
F.M. 2149
WEP PROPERTY
FUTURE ROADS
PLUME MANAGEMENT ZONE
NEW BOSTON CITY LIMIT
NEW BOSTON ETJ
GREEN AREA
FOREST MANAGEMENT/
FUTURE INDUSTRIAL
0
375
750
1,500
2,250
3,000
Feet
WEST CAMPUS
AUTHORIZING THE EXECUTIVE DIRECTOR/CEO TO EXECUTE A DIRECT SALE
CONTRACT WITH RED RIVER ARMY DEPOT FOR ANALYTICAL SERVICES
WHEREAS, TexAmericas Center is a political subdivision of the State of Texas with the
powers and authorities specified in Chapter 3503 of the Special District Local Laws Code of the
State of Texas; and
WHEREAS, TexAmericas Center has a need for laboratory services to support its utility
and other environmental services; and
WHEREAS, Red River Army Depot’s Chemistry Laboratory provides certain needed
services and is fully qualified and State certified to perform these services;
NOW, THEREFORE, BE IT RESOLVED that the Executive Director/CEO shall be and he is
here by authorized to enter into a direct sale contract with Red River Army Depot to provide
analytical services for TexAmericas Center on terms substantially the same as attached hereto.
PASSED and APPROVED this 25th day of February, 2014.
____________________________________
ATTEST:
________________________________
Attached: Direct Sale Contract #W911RQ-14-C-DS02
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Direct Sales Contract W911RQ-14-C-DS02
DIRECT SALES CONTRACT W911RQ-14-C-DS02
TexAmericas Center
107 Chapel Lane
New Boston, TX 75570
This Direct Sales Contract, W911RQ-14-C-DS02 , is entered into as of the day signed by
the Government Contracting Officer , between TexAmericas Center (TAC), hereinafter
referred to as the Buyer, and Red River Army Depot (RRAD), hereafter referred to as the
seller.
1. PURPOSE. This contract establishes a contractual relationship and agreement
between TexAmericas Center as the Buyer, and Red River Army Depot, as the seller, for
the analytical testing of wastewater samples.
The testing and analytical services will be accomplished IAW Attachment A, Scope of
Work/Specification for Analytical Services, dated 7 Feb 2013.
2. PRICING. Contract pricing is $5,520.00 per month or $66,240.00 per year for the
services listed in the reportable analysis category for outfalls from the Industrial Waste
Treatment Plant (IWTP) and the Sewage Treatment Plant (X-Plant), along with daily
screening analysis of IWTP
3. TERMS AND CONDITIONS.
A. AUTHORITY. This contract is entered into by the parties hereto under the
authority of Title 10 US Code 2539b(a)(3) for the purposes set forth above.
B. ACCEPTANCE – ENTIRE AGREEMENT. This document shall constitute the
entire agreement between the parties, and no change or modifications
thereof shall be binding upon the parties unless mutually agreed to and
signed by an authorized representative of each party.
C. STANDARD OF SERVICE. The Seller shall be responsible for, and shall cause
others to be responsible for, compliance with all applicable laws, ordinances,
rules, and regulations now in force or enacted or adopted in the future which
pertain in any manner to the work to be performed under this agreement.
Further, Seller shall ensure that all work under this agreement is performed
in a professional manner. Seller warrants that all services performed under
this contract will, at the time of acceptance, be free from defects in
workmanship and conform to the requirements of this contract. The Buyer
shall have 30 days from receipt of items from Seller to inspect and accept the
items. If any defect is discovered, Buyer shall give written notice within the
Page 1
30-day acceptance period of the defect or nonconformance to the seller. This
notice shall state either (1) that the Seller shall correct or remedially perform
any defective or nonconforming services, or (2) that the Buyer does not
require correction or remediation.
D. PAYMENT TERMS. The Seller agrees to exert its best efforts to perform the
services called for herein based on the Contract prices set forth herein, but
the parties further understand and agree that Federal law (10 US Code 4543)
requires advance incremental funding by the Buyer before any such work is
undertaken by the Seller. The advanced incremental funding required by this
contract is set forth in the payment schedule below. The Buyer also
understands and agrees that the Seller will perform no work if such advance
funding has not been received. The Buyer further understands and agrees
that the Seller is legally prohibited from incurring costs in excess of the funds
actually received from the Buyer as advanced funding. When the advanced
funding limit is reached and all such funds are expended, the Seller will cease
performance of work and will not initiate further work until additional
funding is received. Funds should be made payable to the U.S. Treasury and
sent to the following address:
Red River Army Depot
Directorate for Resource Management TARR-R
Attention: Judith Durham
100 James Carlow Drive
Texarkana, TX 75507-5000
E. PAYMENT SCHEDULE. The Buyer agrees to provide incremental funding for
this contract in the amount of $5,520.00 upon contract execution and an
additional $5,520.00 per month for the performance of work in the SOW.
Additional analysis requested by TexAmericas Center outside the normal
scope of work will be billed on a per sample basis according to the Price List
Guidelines found within the SOW.
F. Payment to the Seller will be in accordance with the payment instructions to
be provided by the Seller.
G. PRODUCTION AND DELIVERY SCHEDULE. Buyer will provide samples to be
tested to the Seller in accordance with the attached Scope of
Work/Specification.
Seller will perform analytical service called for in this contract in accordance
Page 2
with the delivery requirements in the attached Scope of Work/Specification.
The period of service is 1 March 2014 through 28 February 2015.
H. DELAYS. Seller agrees to notify the Buyer immediately if progress under this
agreement is delayed in any manner. If delay is due to material breach in the
responsibilities of the Buyer and over which the Buyer has control, the Seller
agrees to notify the Buyer in writing of such a breach. However, in no case
shall work be delayed due to a dispute under this contract. Any delay
accepted by the Buyer shall be evidenced by written modification to this
agreement. Seller shall continue to perform to the best of their ability until
all work under this agreement is complete, subject to the availability of
funding.
I. INDEMNIFICATION. As required by Title 10 US Code 4543(a)(6), the Buyer
expressly agrees to hold harmless and indemnify the Seller and the United
States to the extent authorized by applicable law, except in a case of willful
misconduct or gross negligence, from any and all claims for property damage
(including repair and replacement cost, and loss of beneficial use) and all
claims for injury (including bodily injury and disease) or death to any person
arising out of the performance of this contract or the sale of any article or
service contracted for in this agreement. This hold harmless and
indemnification requirement includes, but is not limited to, the cost of
litigation (including Alternate Dispute Resolution (ADR) expenses, court costs,
and Government attorney’s fees) and all reasonable settlement expenses
and costs.
J. TERMINATION. The Buyer may terminate this Agreement, in whole or in
part, at any time by providing written notice via registered or certified mail
to the Seller. Such notice must be signed by an official of the TexAmericas
Center with actual authority to issue such a contract termination. In such
event the Seller will immediately comply with the termination directive and
take all reasonable steps to minimize the incurrence of costs allocable to the
termination. To the extent that an order is not terminated in whole, the
Seller shall continue performance. Advanced incremental funding received in
excess of cost incurred which results from such complete or partial
termination will be reimbursed to the Buyer in an amount negotiated
between the parties.
K. CANCEL OR SUSPEND. The Seller and the US Government reserve the right to
cancel or suspend all or part of its performance under this contract in the
event that such performance is deemed by the Department of Defense, the
Department of the Army, or other Defense Command Agency (e.g. US Army
Page 3
Tank-automotive and Armaments Command), to interfere, for any reason,
with the performance of work by the Seller on behalf of the Department of
Defense in support of one of its contracts, or for any reason is determined to
not be in the best interest of the United States. The fight to cancel or
suspend performance hereunder shall be in addition to the right reserved by
the US Government to cancel or suspend performance under this contract
for unusual and compelling circumstances when the national interest of the
United States so requires. The Buyer agrees that the seller shall not become
liable to the Buyer as a result of such cancellation or suspension. When such
a cancellation or suspension occurs, the Seller will return to the Buyer any
advanced incremental funding received but not yet expended or incurred
against the contract. Seller agrees to promptly notify the Buyer in the event
the performance of this Contract is canceled or suspended pursuant to this
provision.
L. CHANGES. During the performance of this Contract, the Buyer may require
addition to, alterations of, or deductions or deviations (all hereinafter
referred to as a “change”) to the scope of work for services to be furnished
by the seller. No change shall be considered as an addition, alteration, or
deduction, or deviation to the scope of work, nor shall Seller be required to
perform such “change” services, nor be entitled to compensation for
performance of same or work done pursuant to or in contemplation of a
change unless a written modification to this Agreement is mutually agreed to
and signed by an authorized representative of each party.
M. DISPUTE PREVENTION. Each party is committed to a dispute prevention
atmosphere during the performance of this Agreement and each party
recognizes that cooperation, rather than confrontation, is an effective and
efficient way to accomplish a joint work effort. In furtherance of that goal,
the parties agree to take steps to establish a cooperative process for
evaluating progress and solving problems. The parties recognize that the
development of a cooperative and structured team process for dealing with
unexpected problems is a useful mechanism for establishing open
communication and dispute prevention. The parties agree that the
settlement of a dispute through a negotiated settlement or through
alternate dispute resolution (ADR) methods to avoid litigation will increase
the opportunity for relatively inexpensive and expeditious resolution of
issues in controversy. The parties further agree that when both parties
recognize the existence of an issue in controversy that cannot be resolved by
a timely negotiated settlement, the parties will elect to participate in an ADR
process by agreeing to alternate procedures and processes to be used in lieu
of formal litigation which includes participation by officials, or their
Page 4
representatives, of both parties that have the authority to resolve the issue
in controversy.
N. COMPLIANCE WITH LAWS. Both parties recognize their responsibility to
comply with all applicable federal laws, executive orders, and rules and
regulations applicable to a Federal Installation during the performance of this
Contract.
O. DURATION. This Contract is effective from the date of execution and will
terminate upon 30 days written notice by either party, upon the completion
of all Seller obligations under this Contract, or operation of Law.
P. OPTIONS.
a. Option for Increased Quantity. The Buyer may have a requirement for the
Seller to produce and deliver additional items identified in paragraph 1 or
may have a requirement for the Seller to produce other similar items or
to perform additional services during the course of this contract. Upon
notification by the Buyer and agreement of the Seller that additional
quantities or items may be added or services performed, a modification
to the contract will be prepared to identify those items, quantities,
prices, and delivery requirement. Additional funding will be provided
with the executed modification prior to the Seller beginning the added
work.
b. Option to Extend the Term of the Contract. The term of this contract will
not exceed 12 months unless otherwise extended. The contract may be
extended beyond the 12-month period by modification of the contract;
however, the contract, to include extensions, will not exceed a total of 24
months unless otherwise agreed to by both the Buyer and the Seller
IN WITNESS WHEREOF, the Parties hereto have executed this Contract effective as of
the date indicated above.
______________________________
Contracting Officer
Red River Army Depot
______________________________
William V. Cork
Executive Director/CEO
TexAmericas Center
Date: _________________________
Date: ________________________
Page 5
RESOLUTION No. 20140225-04
RESOLUTION AUTHORIZING THE EXECUTIVE DIRECTOR/CEO TO EXECUTE AN EASEMENT
FOR LAND ON TEXAMERICAS CENTER-CENTRAL TO WINDSTREAM COMMUNICATIONS.
and
WHEREAS, Windstream Communications contacted TexAmericas Center to seek an easement for
land upon TexAmericas Center-Central to serve existing customers; and
WHEREAS, it has now been determined that it is in the best interest of TexAmericas Center to
provide said access easement as described on the attached easement.
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors that the Board of TexAmericas
Center approves the adoption of the attached Right of Way and Easement; and
BE IT FURTHER RESOLVED, by the Board of Directors of TexAmericas Center that the Executive
Director/CEO shall be and he is hereby authorized to execute the attached Right of Way and Easement
on substantially the same terms as attached hereto.
PASSED and EXECUTE this 25th day of February, 2014
____________________________________
ATTEST:
________________________________
Attached: Right of Way and Easement
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RESOLUTION AUTHORIZING THE EXECUTIVE DIRECTOR/CEO TO EXECUTE A LEASE FOR
LAND ON TEXAMERICAS CENTER-CENTRAL TO URS CORPORATION.
and
WHEREAS, URS Corporation contacted TexAmericas Center to seek a lease arrangement for land
upon TexAmericas Center-Central; and
WHEREAS, the parties have come to the attached terms of agreement for said lease.
Executive Director/CEO shall be and he is hereby authorized to execute the attached lease or a lease on
substantially the same terms as attached hereto; and
appreciates the collaborative effort of URS Corporation to negotiate this lease as well as to continue its
business operations, preserve existing jobs and contribute to the tax base in Bowie County, Texas.
PASSED AND APPROVED THIS 25th day of February, 2014.
____________________________________
ATTEST:
________________________________
Attached:
Lease Agreement
n:\tac\agenda pkg and minutes\board info 2014\20140225 board meeting\reso 20140225-05 urs corporation lease.docx
LEASE AGREEMENT
CENTRAL CAMPUS
TERMS AND DEFINITIONS
Date:
February 25, 2014
Landlord:
TexAmericas Center
Landlord's Mailing Address:
TexAmericas Center
107 Chapel Lane
New Boston, Bowie County, Texas 75570
Tenant:
URS Federal Support Services, Inc.
Tenant's Mailing Address:
20501 Seneca Meadows Parkway, Suite 300
Germantown, MD 20876
Premises, which includes onsite parking areas, are a portion of that certain 765 acre tract
described in the Deed Without Warranty dated May 20, 1999, recorded in Volume 3072, Page
237 of the Real Property Records of Bowie County, Texas, and described as follows:
Approximate Square Feet: 4,000
Name of Building:
Building 12
Street Address/Suite: 12 Chapel Lane
City, State, ZIP:
New Boston, Texas, 75570
Base Rent (monthly):
$2,271.00
Term (months):
9 months with options as stated in Section 24.
Commencement Date:
April 1, 2014
Termination Date:
December 31, 2014
Lease Agreement-TAC-C-v3-121713
Page 1 of 11
Security Deposit:
$2,271.00
Ad Valorem Tax Deposit:
$1,540.00
Use:
Office Operations
Amount of Liability Insurance:
Death/Bodily Injury:
$1,000,000.00
Property Damage:
$100,000.00
Pollution Legal Liability:
N/A
Guarantor:
None
Guarantor’s Address: N/A
"Rent" means base rent plus any other sums of money due Landlord by Tenant.
"Landlord" means Landlord and its agents, employees, or licensees.
"Tenant" means Tenant and its agents, employees, invitees, licensees, or visitors.
LEASE CLAUSES AND COVENANTS
A.
Unless otherwise provided in other provisions of this Agreement, Tenant agrees to--
1. Lease the Premises for the entire term beginning on the commencement date and ending on
the termination date.
2. Accept the Premises in their present condition "as is", the Premises being currently suitable for
Tenant's intended use.
3. Obey (a) all applicable laws relating to the use, condition, and occupancy of the Premises and
Building; (b) any requirements imposed by utility companies serving or insurance companies
covering the Premises or Building; and (c) any rules and regulations for the Building and Common
Areas adopted by Landlord.
4. Pay monthly, in advance, on the first day of the month, the base rent to Landlord at Landlord's
address.
5. Pay, as additional rent, all other sums due under this lease.
Page 2 of 11
6. Pay a late charge of five (5%) percent of any rent not received by Landlord by the tenth day of
the month in which it is due.
7. Pay for all utility services used by Tenant. The cost for individual meters for utility services and
installation of them will be paid by Tenant if individual meters to the Premises are not in place at
the time of the execution of this agreement. The cost of any utilities or services provided by the
U.S. Army, shall be subject to reasonable rules and regulations applicable to commercial users of
such utilities and to the pricing policy set forth by the U.S. Army. Tenant shall reimburse Landlord
for any utility charges, user fees, connection costs and other expenses, if any, incurred by Landlord
in providing utility services to the Premises. Tenant agrees to pre-treat at its cost any waste
streams which require pre-treatment as determined by Landlord or a utility provider prior to
entering the sanitary sewer system.
8. Tenant acknowledges and agrees that it shall be responsible for and pay its proportionate
share of the “TexAmericas Center-Central common area charges” based upon the square
footage of the Premises as a percentage of the total area of the TexAmericas Center-Central
development area (excluding the “common areas”). The common areas are those areas of
TexAmericas Center-Central used by and/or for the benefit of all property owners or tenants
within TexAmericas Center-Central, including but not limited to parks, recreational facilities,
walkways, roadways and public parking areas. “Common area charges” are those property
taxes, user charges, payments in lieu of taxes, maintenance, improvement, and betterment
charges, and other local, county, TexAmericas Center, or other governmental assessments on
or against the common areas. The common area charges, other than taxes, shall not exceed
ten cents ($0.10) per $100.00 valuation of the Premises based upon the fair market value
thereof as determined by the Bowie Central Appraisal District for the year in which the
assessment is made. Landlord shall notify Tenant of the amount of the assessment, and Tenant
shall pay said assessment within thirty (30) days.
9. Allow Landlord to enter the Premises to perform Landlord's obligations, inspect the Premises,
and show the Premises to prospective purchasers or tenants.
10. Repair, replace, and maintain in good condition and repair the Premises.
11. Repair any damage to the Premises caused by Tenant, its employees, customers, invitees,
contractors and agents.
12. Keep the sidewalks, service ways, and loading areas adjacent to the Premises clean and
unobstructed.
13. Maintain public liability insurance for the Premises and the conduct of Tenant's business,
naming Landlord as an additional insured, in the amounts stated in the basic lease terms and
definitions.
14. Maintain insurance on Tenant's personal property.
15. Deliver certificates of insurance to Landlord before the commencement date and upon each
policy renewal.
Page 3 of 11
16. Indemnify, defend and hold Landlord harmless from any injury (and any resulting or related
claim, action, loss, liability, or reasonable expense, including attorney’s fees and other fees and
Court and other costs) occurring in any portion of the Premises. The indemnity contained in this
paragraph (a) is independent of Tenant’s insurance, (b) will not be limited by comparative
negligence statutes or damages paid under the Workers’ Compensation Act or similar employee
benefit acts, (c) will survive the end of the term, and (d) will apply even if any injury is caused in
whole or in part by the ordinary negligence or strict liability of Landlord but will not apply to the
extent an injury is caused by the gross negligence or willful misconduct of Landlord.
17. Pay all costs caused by Tenant’s introduction of materials, other than ordinary human waste,
into the sanitary sewer system.
18. Vacate the Premises and return all keys to the Premises on termination of this lease.
19. On request, execute an estoppel certificate that states the commencement and termination
dates of the lease, identifies any amendments to the lease, describes any rights to extend the
lease term or purchase rights, lists defaults by Landlord, and provides any other information
reasonably requested.
20. The Tenant (a) shall not use or allow the Premises to be used for the release, storage, use,
treatment, disposal or other handling of any hazardous substance, material, waste or oil, as said
terms are defined by Section 101 (14) of the Comprehensive Environmental Response,
Compensation Liability Act (42 U.S.C. sec. 9601(14)), Section 3001 (a) of the Resource Conservation
and Recovery Act (42 U.S.C. §6921 (a)), as amended from time to time, and regulations
promulgated pursuant thereto (Hazardous Substance”), without the prior written consent of the
Landlord, and, without the appropriate permits required by all applicable local, state and federal
statutes, rules and regulations; (b) shall give prompt written notice to Landlord and all appropriate
regulatory authorities of any such release or threatened release of any Hazardous Substances on
the Premises, caused by or related to the activity of the Tenant, its agents, employees, contractors
or invitees, and (c) at its own expense, shall promptly contain and remediate any such release in
accordance with applicable law and regulations.
21. Contract and pay for all janitorial, cleaning, and the regular (not less than once per week)
collection and removal of all trash, garbage and scrap materials generated by Tenant’s operations
on the Premises,
22. Pay all real property taxes assessed on the Premises and Improvements as a result of this
Lease Agreement regardless of whether said taxes are assessed upon the fee estate of the
property or only the leasehold estate for the period commencing upon the first day of the term of
this Lease and continuing through the end of the calendar year in which the term ends.
23. Pay for all municipal services (Police, Hazardous Spill Response, Emergency Medical Response
and Fire Protection) used by Tenant, its employees, guests, invitees, and any and all persons while
upon the Premises. Said services shall be furnished by local law enforcement agencies (Police) and
by the U.S. Department of the Army (other services) as provided in that certain Municipal Services
Agreement between Red River Army Depot and Red River Redevelopment Authority dated the 4th
Page 4 of 11
day of February, 1998, as it may be amended from time to time. Tenant shall pay to, or reimburse,
Landlord for all municipal services furnished to Tenant or to persons on the Premises within ten
(10) days after receipt of an invoice for said services from Landlord. Tenant shall be entitled to
receive and shall handle all documentation for reimbursement by insurance companies or other
third party benefit plan providers.
24. Upon termination of this lease to restore the premises and all internal and external equipment
and systems (except equipment and alterations approved by RRRA) to substantially the same
condition as found at the start of the lease period with the exception of reasonable wear and tear.
25. Install and maintain any dilution tanks, holding tanks, settling tanks, sewer sampling devices,
sand traps, grease traps, or other devices required by Landlord or by law for the Permitted Use of
the sanitary sewer system.
26. If the Premises are served by rail and if requested by the railroad, enter into a joint
maintenance agreement with the railroad and bear Tenant’s Pro Rata Share of the cost of
maintaining the railroad spur.
B.
Tenant agrees not to--
1. Use the Premises for any purpose other than that stated in the basic lease terms and
definitions.
2. (a) Create a nuisance, (b) interfere with any other tenant's normal business operations or
Landlord's management of the building, (c) permit any waste, or (d) use the Premises in any way
that is extra hazardous, would increase insurance premiums, or would void insurance on the
building.
3. Change Landlord's lock system without the written consent of Landlord.
4. Alter the Premises without the written consent of Landlord.
5. Allow a lien to be placed on the Premises.
6. Assign this lease or sublease any portion of the Premises without Landlord's written consent.
7. Erect signs of any size upon the Premises without Landlord’s prior written approval.
C.
Unless otherwise provided in other provisions of this Agreement, Landlord agrees to--
1. Lease to Tenant the Premises for the entire term beginning on the commencement date and
ending on the termination date.
2. Provide normal utility-service connections to the property line of the Premises. Industrial waste
water connections to the Premises shall be made only by Agreement of Landlord, and if made, at
the expense of Tenant.
Page 5 of 11
3. Repair, replace, and maintain the (a) roof, (b) foundation, and (c) Common Areas.
4. Insure the building against all risks of direct physical loss in an amount determined by Landlord
in its sole discretion; Tenant will have no claim to any proceeds of Landlord's insurance policy.
5. Return the security and ad valorem tax deposits to Tenant, less itemized deductions, if any,
including but not limited to actual ad valorem taxes due, or the estimated amount to become due,
within thirty days after the termination of this lease or after the ad valorem taxes are paid, as
applicable; provided, Tenant has given to Landlord an address specifically for that purpose.
D.
Landlord agrees not to--
1. Interfere with Tenant's possession of the Premises as long as Tenant is not in default.
2. Unreasonably withhold consent to a proposed assignment or sublease.
E.
Landlord and tenant agree to the following:
1. Alterations. Any physical additions or improvements to the Premises made by Tenant will
become the property of Landlord. Landlord may require that Tenant, at termination of this lease
and at Tenant's expense, remove any physical additions and improvements, repair any alterations,
and restore the Premises to the condition existing at the commencement date, normal wear
excepted.
2. Abatement. Tenant's covenant to pay rent and Landlord's covenants are independent of each
other. Tenant shall not be entitled to abate rent for any reason.
3. Release of Claims/Subrogation. Landlord and Tenant release each other from any claim, by
subrogation or otherwise, for any damage to the Premises, the building, or personal property
within the building, by reason of fire or the elements, regardless of cause, including negligence of
Landlord or Tenant. This release applies only to the extent that it is permitted by law, the damage
is covered by insurance proceeds, and the release does not adversely affect any insurance
coverage.
4. Notice to Insurance Companies. Landlord and Tenant will notify the issuing insurance
companies of the release set forth in the preceding paragraph and will have the insurance policies
endorsed, if necessary, to prevent invalidation of the insurance coverage.
5. Casualty/Total or Partial Destruction. (a) If the Premises are damaged by casualty, Landlord has
an option to restore or not to restore the Premises. If Landlord chooses not to restore, this lease
will terminate. If Landlord chooses to restore, it will notify Tenant of the estimated time to restore
and give Tenant an option to terminate this lease by notifying Landlord within ten days. If Tenant
does not terminate this lease, it shall continue and Landlord shall restore the Premises as provided
in (a) above. (b) To the extent the Premises are untenantable after the casualty and the damage
was not caused by Tenant, the rent will be adjusted as may be fair and reasonable.
Page 6 of 11
6. Condemnation/Substantial or Partial Taking. (a) If the Premises cannot be used for the
purposes contemplated by this lease because of condemnation or purchase in lieu of
condemnation, this lease will terminate. (b) If there is a condemnation or purchase in lieu of
condemnation and this lease is not terminated, Landlord will, at Landlord's expense, restore the
Premises, and the rent payable during the unexpired portion of the term will be adjusted as may
be fair and reasonable. (c) Tenant will have no claim to the condemnation award or proceeds in
lieu of condemnation.
7. Uniform Commercial Code. Tenant grants Landlord a security interest in Tenant's personal
property now or subsequently located on the Premises. This lease is a security agreement under
the Uniform Commercial Code. Landlord may file a copy of this lease as a financing statement.
Tenant hereby appoints Landlord as its attorney-in-fact to execute on behalf of and in the name of
Tenant such Uniform Commercial Code financing statements as necessary to perfect the security
agreement.
8. Default by Landlord/Events. Default by Landlord is failing to comply with any provision of this
lease within thirty days after written notice.
9. Default by Landlord/Tenant's Remedies. Tenant's remedies for Landlord's default are to (a)
sue for damages, or in the alternative, (b) terminate this lease. The obligations and liability of
Landlord shall be binding only upon the Premises but not on any other assets of Landlord. Tenant
shall look solely to Landlord’s interest in the Premises in pursuit of its remedies. The general assets
of Landlord, its directors, officers, employees, agents and representatives shall not be subject to
levy, execution, or other enforcement or collection procedures for satisfaction of the remedies of
Tenant.
10. Default by Tenant/Events. Defaults by Tenant are (a) failing to pay timely rent, (b)
abandoning or vacating more than 25% of the Premises, or (c) failing to comply within thirty days
after written notice with any provision of this lease other than the defaults set forth in (a) and (b)
above.
11. Default by Tenant/Landlord's Remedies. Landlord's remedies for Tenant's default are to (a)
enter and take possession of the Premises, after which Landlord may relet the Premises on behalf
of Tenant and receive the rent directly by reason of the reletting, and Tenant agrees to reimburse
Landlord for any expenditures made in order to relet and any deficiency after reletting; (b) enter
the Premises and perform Tenant's obligations in which event Tenant shall reimburse Landlord for
all costs and expenses incurred by Landlord together with interest upon said sums at an annual
rate equal to nine (9) percent per annum payable on demand and recoverable as additional rent;
or (c) terminate this lease by written notice and sue for damages. Landlord may enter and take
possession of the Premises by self -help, by picking or changing locks if necessary, and may lock
out Tenant or any other person who may be occupying the Premises, until the default is cured,
without being liable for damages.
12. Default/Waiver/Mitigation. It is not a waiver of default if the nondefaulting party fails to
declare immediately a default or delays in taking any action. Pursuit of any remedies set forth in
this lease does not preclude pursuit of other remedies in this lease or provided by law. Landlord
and Tenant have a duty to mitigate damages.
Page 7 of 11
13. Security-Ad Valorem Tax Deposit.
a.
If Tenant defaults, Landlord may use the security deposit to pay arrears of rent, to
repair any damage or injury, or to pay any expense or liability incurred by Landlord as a
result of the default. It is specifically provided however that Tenant shall not be entitled to
any portion of the Security Deposit as a refund unless Tenant gives Landlord sixty (60) days
notice of surrendering the premises.
b.
Upon execution of this Lease, Tenant shall deposit with Landlord the Ad Valorem
Tax Deposit. Said deposit shall not accrue interest. Landlord may upon expiration or
termination of this Lease use the deposit to pay the actually due, or hold for payment of
estimated ad valorem taxes due or to become due upon the leased premises and for which
Tenant is responsible under the Terms of this Lease. Provided Tenant pays all ad valorem
taxes for which Tenant is responsible under this Lease, the deposit shall be refunded to
Tenant at the address Tenant has given to Landlord for this specific purpose. If taxes have
not been assessed and levied for the year in which this Lease expires or is terminated,
Landlord may hold the deposit until said taxes have been determined; and, if Tenant does
not pay said taxes at least 30 days before delinquency, Landlord may apply the deposit to
the taxes due. Nothing in this subsection shall relieve Tenant of its obligation to pay ad
valorem taxes upon the leased premises prior to delinquency as provided elsewhere in this
Lease.
14. Holdover. If Tenant does not vacate the Premises following termination of this lease, Tenant
shall be a tenant at will and shall vacate the Premises on receipt of notice from Landlord. No
holding over by Tenant, whether with or without the consent of Landlord, will extend the term.
The rent during any holdover period shall be two times the Base Rent.
15. Alternative Dispute Resolution. Landlord and Tenant shall submit in good faith to mediation
before filing a suit for damages. Each party shall pay its own counsel fees and one-half of the
mediators charges.
16. Attorney's Fees. If either party retains an attorney to enforce this lease, the prevailing party is
entitled to recover reasonable attorney's fees.
17. Choice of Law; Venue. This agreement shall be governed, construed and enforced in
accordance with the laws of the State of Texas. Venue is in the county in which the Premises are
located.
18. Entire Agreement. This lease, together with the attached exhibits and riders, if any, is the
entire agreement of the parties, and there are no oral representations, warranties, agreements, or
promises pertaining to this lease or to the expressly mentioned exhibits and riders not
incorporated in writing in this lease.
19. Amendment of Lease. This lease may be amended only by an instrument in writing signed by
Landlord and Tenant.
Page 8 of 11
20. Limitation of Warranties. THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OF
FITNESS FOR A PARTICULAR PURPOSE, OR OF ANY OTHER KIND ARISING OUT OF THIS LEASE, AND
THERE ARE NO WARRANTIES THAT EXTEND BEYOND THOSE EXPRESSLY STATED IN THIS LEASE.
21. Notices. Any notice required by this lease shall be deemed to be delivered (whether or not
actually received) when deposited with the United States Postal Service, postage prepaid, certified
mail, return receipt requested, and addressed to Landlord or Tenant at their addresses.
22. Abandoned Property. Landlord may retain, destroy, or dispose of any property left on the
Premises at the end of the term by its expiration or termination as provided herein, without
liability to Tenant for loss or damage.
23. Subordination. Landlord subordinates its security interest and liens to purchase-money
security interests in Tenant's personal property.
24. Extension Option. Tenant shall have the option to extend the term as provided below.
Landlord grants Tenant an option to extend the term for the period from January 2, 2015 to
January 1, 2016 (the "additional term") at a monthly rental of $2,339.13.
Tenant's rights under this option shall terminate if (1) the lease or Tenant's right to possession of
the Premises is terminated, (2) Tenant assigns its interest in the lease or sublets any portion of the
Premises without Landlord’s written consent, (3) Tenant fails to timely exercise the option, or (4)
default exists at the time Tenant seeks to exercise the option.
Landlord and Tenant agree to the following:
1. During the additional term the lease shall continue as written, except as provided in this
paragraph.
2. The option to extend for the additional term shall be exercised by a written notice
delivered to Landlord not more than 180 days and not less than ninety days before the
termination date.
25.
Force Majeure. In the event that performance by Landlord of any of its obligations
under the terms of this agreement shall be interrupted or delayed by an act of God, by acts of
war, riot, or civil commotion, by an act of State, by strikes, fire, flood, by any act of any branch
of the United States Armed Forces, the Department of Defense, the Department of Homeland
Security or any subordinate agencies, or by the occurrence of any other event beyond the
control of the parties hereto, Landlord shall be excused from such performance for such period
of time as is reasonably necessary after such occurrence abates for the effects thereof to have
dissipated and for Landlord to perform such obligations.
26.
Special Provisions:
a.
This Lease Agreement is made subject to, and Tenant agrees to be bound by those
certain exceptions, limitations, covenants, conditions and reservations made by and in
Page 9 of 11
favor of the United States of America, acting by and through the Secretary of the Army in
that certain Lease in Futherance of Conveyance Under Base Realignment and Closure
(BRAC) dated May 18, 1999, and recorded in Volume 3504, Page 268 of the Real Property
Records of Bowie County, Texas, and in that certain Deed Without Warranty dated the 20th
day of May, 1999, and recorded in Volume 3072, Page 237 of the Real Property Records of
Bowie County, Texas, to the extent either or both apply to the Premises.
b.
Landlord reserves the right to include the Premises including the easement
locations, if any, together with other adjoining property owned by Landlord in a subdivision
plat and subject the property described in said platted subdivision to utility easements and
common restrictive covenants; provided, however, that said restrictive covenants and
easements shall no interfere unreasonably with Tenant’s use and related uses. It shall not
be necessary or required that Tenant join in the execution of any such plat dedication or
declaration of restrictive covenants and easements.
27. Advertising and Promotions Rights. Tenant, by entering into this Lease Agreement,
authorizes Landlord to use in its advertising and promotion of TexAmericas Center and its
properties the fact that Tenant has leased property from Landlord including but not limited to
photographs of the leased premises, Tenant signage, Tenant equipment and vehicles, and
Tenant employees; inclusion of Tenant’s name and any “doing business as” names in Landlord’s
client/customer listings; and quotations of Tenant and Tenant’s representatives. This
authorized use includes all forms of media including but not limited to print, radio and other
audio media, television and other video media, internet and other telecommunications media,
and social media such as Facebook, Twitter, LinkedIn and others. This section constitutes a
license from Tenant to Landlord to use for the limited purposes set forth herein any and all
trademarks, tradenames and related intellectual property generally available and visible to the
general public.
28.
This paragraph intentionally left blank.
29.
This paragraph intentionally left blank.
Page 10 of 11
LANDLORD
TEXAMERICAS CENTER
BY:
William V. Cork, Executive Director/CEO
TENANT
__________________________________________
BY: Mark Esposito, Corporate Counsel
Page 11 of 11
LAND ON TEXAMERICAS CENTER-CENTRAL TO PENTACON, LLC.
and
WHEREAS, Pentacon, LLC. contacted TexAmericas Center to seek a lease arrangement for land
upon TexAmericas Center-Central; and
appreciates the collaborative effort of Pentacon, LLC. to negotiate this lease as well as to continue its
____________________________________
ATTEST:
________________________________
Attached:
Lease Agreement
n:\tac\agenda pkg and minutes\board info 2014\20140225 board meeting\reso 20140225-06 pentacon llc lease.docx
LAND ON TEXAMERICAS CENTER-WEST TO M2 SERVICES, INC.
and
WHEREAS, M2 Services contacted TexAmericas Center to seek a lease arrangement for land
upon TexAmericas Center-West; and
appreciates the collaborative effort of M2 Services to negotiate this lease as well as to continue its
____________________________________
ATTEST:
________________________________
Attached:
Lease Agreement
n:\tac\agenda pkg and minutes\board info 2014\20140225 board meeting\reso 20140225-07 m2 services lease.docx
RESOLUTION AUTHORIZING THE EXECUTIVE DIRECTOR/CEO TO EXECUTE A RIGHT OF ENTRY, LEASE OR
LICENSE WITH M2 SERVICES FOR ROADS AND AREAS AROUND BUILDINGS 110/112 TEXAS AVENUE,
NEW BOSTON, TX 75570.
and
WHEREAS, TexAmericas Center is the owner of property commonly known as TexAmericas
Center-Central formerly a part of the Red River Army Depot located in Bowie County, Texas; and
WHEREAS, M2 is a private company which has a contract with the Israeli Ministry of Defense, to
rehabilitate military vehicles and return them to the Israeli Ministry of Defense for use by the military
forces of Israel; and
WHEREAS, the contract between M2 and the Israeli Ministry of Defense requires that the
vehicles be road tested prior to redelivery to the Israeli Ministry of Defense and M2 desires to use a
portion of the road system of TexAmericas Center-Central Campus for purposes of testing the
refurbished vehicles; and
WHEREAS, TAC and M2 have agreed to the terms of this License Agreement for the purpose of
providing test roads for M2 conditioned upon the terms of the agreement.
Executive Director/CEO is hereby authorized to execute the attached lease; and
appreciates the collaborative effort of M2 Services to negotiate this lease as well as to continue its
business operations, preserve existing jobs, and contribute to the tax base in Bowie County, Texas.
PASSED and APPROVED this 25th day of February, 2014.
______________________________________
ATTEST:
___________________________________
Attached:
License Agreement
n:\tac\agenda pkg and minutes\board info 2014\20140225 board meeting\reso 20140225-08 m2 services vehicle testing.docx

notice of public meeting

Transcription

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